EnPro Industries, Inc. Deferred Compensation Plan

Exhibit 10.9

EnPro Industries, Inc. Deferred Compensation Plan

(As Amended and Restated January 1, 2007)

Enpro Industries, Inc. Deferred Compensation Plan
(As Amended and Restated Effective January 1, 2007)

Table of Contents

				Page
ARTICLE I DEFINITIONS				2
1.1		Account		2
1.2		Board		2
1.3		Change in Control		2
1.4		Code		4
1.5		Code Limitations		4
1.6		Committee		4
1.7		Company		4
1.8		Compensation		4
1.9		Covered Incentive Award		4
1.10		Deferral Account		4
1.11		Eligible Employee		4
1.12		Employee		4
1.13		Employer Contribution Eligible Employee		4
1.14		Employer Contribution		4
1.15		Employer Contribution Account		4
1.16		Exchange Act		4
1.17		Matching Contributions		5
1.18		Matching Contribution Account		5
1.19		Participant		5
1.20		Participating Employer		5
1.21		Plan		5
1.22		Plan Year		5
1.23		Potential Change in Control		5
1.24		Savings Plan		5
ARTICLE II PLAN ADMINISTRATION				6

				Page
2.1		Committee		6
ARTICLE III ELIGIBILITY AND PARTICIPATION				7
3.1		Eligibility		7
3.2		Deferral Elections		7
3.3		Employer Contributions		7
3.4		Account Adjustments		8
3.5		Account Payments		9
3.6		Withdrawals on Account of an Unforeseeable Emergency		12
ARTICLE IV AMENDMENT AND TERMINATION				13
4.1		Amendment or Termination of Plan		13
ARTICLE V CHANGE IN CONTROL				14
5.1		Set Aside		14
5.2		Vesting		14
ARTICLE VI MISCELLANEOUS PROVISIONS				15
6.1		Nature of Plan and Rights		15
6.2		Termination of Employment		15
6.3		Spendthrift Provision		15
6.4		Employment Noncontractual		15
6.5		Adoption by Other Participating Employers		16
6.6		Applicable Law		16
6.7		Compliance with Code Section 409A		16

EnPro Industries, Inc. Deferred Compensation Plan

Statement of Purpose

EnPro Industries, Inc. (the “Company”) maintains the EnPro Industries, Inc Deferred Compensation Plan (the “Plan”) to provide an opportunity to defer current compensation to enhance savings for certain highly compensated employees. The Company established the Plan in order to provide designated highly compensated employees with the opportunity, on a non-qualified, unfunded basis, to defer compensation and receive employer contributions that are not available under the EnPro Industries, Inc. Retirement Savings Plan (the “Savings Plan”) due to the limitations imposed by the Internal Revenue Code.

The Company is hereby amending and restating the Plan effective as of January 1, 2007 to reflect certain design changes and to comply with the requirements of Code Section 409A. It is the intent of the Company that amounts deferred under the Plan by a Participant shall not be taxable to the Participant for income tax purposes until the time they are actually received by the Participant. The provisions of the Plan shall be construed and interpreted to give effect to this intent.

NOW, THEREFORE, for the purposes aforesaid, the Company hereby restates the Plan effective as of January 1, 2007 (the “Restatement Date”) as follows:

ARTICLE I

DEFINITIONS

Unless the context clearly indicates otherwise, when used in the Plan:

1.1 Account means, collectively, the Deferral Account, the Matching Contribution Account and the Employer Contribution Account.

1.2 Board means the Board of Directors of the Company.

1.3 Change in Control means any of the following events:

(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company (other than by exercise of a conversion privilege), (B) any acquisition by the Company or any of its subsidiaries, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or (D) any acquisition by any company with respect to which, following such acquisition, more than 70% of, respectively, the then outstanding shares of common stock of such company and the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such acquisition in substantially the same proportions as their ownership, solely in their capacity as shareholders of the Company, immediately prior to such acquisition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; or

(b) individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest; or

(c) consummation of a reorganization, merger or consolidation, in each case, with respect to which all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation, do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, solely in their capacity as shareholders of the Company, more than 70% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; or

(d) consummation of (1) a complete liquidation or dissolution of the Company or (2) a sale or other disposition of all or substantially all of the assets of the Company, other than to a company, with respect to which following such sale or other disposition, more than 70% of, respectively, the then outstanding shares of common stock of such company and the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities, solely in their capacity as shareholders of the Company, who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be.

1.4 Code means the Internal Revenue Code of 1986, as amended. References to the Code shall include the valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder.

1.5 Code Limitations means any one or more of the limitations and restrictions that Sections 401(a)(17), 401(k)(3), 401(m), 402(g) and 415(c) of the Code place on the pre-tax employee contributions and matching employer contributions of a participant in the Savings Plan. In addition, Code Limitations also means and refers to any limits placed on the contribution rate of a participant in the Savings Plan, including any such limits placed on highly compensated employees established by the administrative committee under the Savings Plan.

1.6 Committee means the Compensation and Human Resources Committee of the Board.

1.7 Company means EnPro Industries, Inc. and includes any successor thereto.

1.8 Compensation means compensation as defined under the Savings Plan without regard to the Annual Dollar Limit (as defined in the Savings Plan).

1.9 Covered Incentive Award means, with respect to a Participant, any incentive award payable to such Participant pursuant to any incentive compensation plan of the Company or any Participating Employer approved for purposes of the Plan by the Committee from time to time. Covered Incentive Awards may be payable annually, quarterly, or on such other basis as provided by the applicable incentive plan.

1.10 Deferral Account means the account established and maintained on the books of a Participating Employer to record a Participant’s interest under the Plan attributable to amounts credited to the Participant pursuant to Section 3.2.

1.11 Eligible Employee means an Employee designated as an Eligible Employee in accordance with Section 3.1. Eligible Employees are eligible to defer Compensation and Covered Incentive Awards in accordance with Section 3.2.

1.12 Employee means an individual employed by a Participating Employer.

1.13 Employer Contribution Eligible Employee means an Eligible Employee eligible to receive an Employer 2% Contribution under Section 3.03A of the Savings Plan. Employer Contribution Eligible Employees are eligible to receive allocations of employer 2% contributions in accordance with Section 3.3(b).

1.14 Employer Contribution means the contributions described in Section 3.3(c).

1.15 Employer Contribution Account means the account established and maintained on the books of a Participating Employer to record a Participant’s interest under the Plan attributable to amounts credited to the Participant pursuant to Section 3.3(b).

1.16 Exchange Act means the Securities Exchange Act of 1934.

1.17 Matching Contributions means the contributions described in Section 3.3(a).

1.18 Matching Contribution Account means the account established and maintained on the books of a Participating Employer to record a Participant’s interest under the Plan attributable to amounts credited to the Participant pursuant to Section 3.3(a).

1.19 Participant means any Eligible Employee who makes an election to participate in accordance with Section 3.2. Participant shall also include any former Eligible Employee who continues to have an Account maintained under the Plan.

1.20 Participating Employer means (i) the Company, (ii) each other participating employer under the Savings Plan

1.21 Plan means the EnPro Industries, Inc. Deferred Compensation Plan, as the same may be amended from time to time.

1.22 Plan Year means the twelve-month period commencing January 1 and ending the following December 31.

1.23 Potential Change in Control means any of the following events:

(a) the Company entering into an agreement, the consummation of which would result in the occurrence of a Change in Control;

(b) the Company or any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) publicly announcing an intention to take actions, which if consummated, would constitute a Change in Control; or

(c) the Board in its sole and exclusive discretion determining, based on facts and circumstances, that there is a possible Change in Control.

1.24 Savings Plan means the EnPro Industries, Inc. Retirement Savings Plan for Salaried Employees, as the same may be amended from time to time.

ARTICLE II

PLAN ADMINISTRATION

The Plan shall be administered by the Committee. The Committee shall be empowered to interpret the provisions of the Plan and to perform and exercise all of the duties and powers granted to it under the terms of the Plan by action of a majority of its members in office from time to time. The Committee may adopt such rules and regulations for the administration of the Plan as are consistent with the terms hereof and shall keep adequate records of its proceedings and acts. All interpretations and decisions made (both as to law and fact) and other action taken by the Committee with respect to the Plan shall be conclusive and binding upon all parties having or claiming to have an interest under the Plan. Not in limitation of the foregoing, the Committee shall have the discretion to decide any factual or interpretative issues that may arise in connection with its administration of the Plan (including without limitation any determination as to claims for benefits hereunder), and the Committee’s exercise of such discretion shall be conclusive and binding on all affected parties as long as it is not arbitrary or capricious. The Committee may delegate any of its duties and powers hereunder to the extent permitted by applicable law.

ARTICLE III

ELIGIBILITY AND PARTICIPATION

The Committee shall designate which Employees of the Company or any other Participating Employer shall be Eligible Employees for a given Plan Year. An Employee designated as an Eligible Employee with respect to one Plan Year need not be designated as an Eligible Employee for any subsequent Plan Year. The Plan is intended to limit eligibility to a “select group of management or highly compensated employees” within the meaning of the Employee Retirement Income Security Act of 1974, as amended.

(a) Time and Form of Elections : Elections to defer an Eligible Employee’s Compensation or Covered Incentive Awards for a Plan Year must be made on such form and pursuant to such procedures as the Committee may establish from time to time and shall be irrevocable for the Plan Year. The election must be made prior to the start of the applicable Plan Year; provided, however, that an individual who first becomes an Eligible Employee after the start of a Plan Year may make such deferral election within 30 days after first becoming an Eligible Employee solely with regard to Compensation for services performed after such deferral election. An election to defer for a Plan Year shall continue in effect for each subsequent Plan Year unless revoked or modified by the Participant in accordance with procedures established b